Common use of Indemnification Obligations Net of Insurance Proceeds and Other Amounts Clause in Contracts

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V will be net of recoverable Insurance Proceeds. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V V, will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability or Loss, as applicable. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V VI will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution under this Article V VI (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance ProceedsProceeds in respect of such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V IV will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution under this Article V IV (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance ProceedsProceeds in respect of such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability or Loss, as applicable. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution under this Article V (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance ProceedsProceeds in respect of such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V VI will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution under this Article V VI (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance ProceedsProceeds in respect of such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V X will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V hereunder (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V VI will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V hereunder (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability; provided, as applicablethat nothing in this Section 5.3 shall obligate the Indemnified Party to maintain insurance or make any insurance claim. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance ProceedsProceeds in respect of such Loss, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such LiabilityLoss.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability or Loss, as applicable. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds net of costs incurred with respect to receipt thereof but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V VII will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability or Loss, as applicable. Accordingly, the amount which any party Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V VII (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable (net of expenses related to recovery of such Insurance Proceeds) theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V VII will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability or Loss, as applicable. Accordingly, the amount which any party Party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification under this Article V VII (an “"Indemnified Party”") will be reduced by any Insurance Proceeds that are recoverable (net of expenses related to recovery of such Insurance Proceeds) theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V VI will be net of recoverable Insurance ProceedsProceeds received by the Indemnified Party that actually reduce the amount of the Liability. Accordingly, the amount which any party Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution under this Article V VI (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance ProceedsProceeds in respect of such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V will be net of recoverable Insurance ProceedsProceeds actually received by an Indemnified Party. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable actually received by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V VI will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party the Company, or SpinCo, as applicable (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution under this Article V VI (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance ProceedsProceeds in respect of such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability subject to indemnification or contribution pursuant to this Article V VI will be net of recoverable Insurance ProceedsProceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party that the Company, SpinCo or Merger Partner Equityholder, as applicable (an “Indemnifying Party”) ), is required to pay to any Person entitled to indemnification or contribution under this Article V VI (an “Indemnified Party”) will be reduced by any Insurance Proceeds that are recoverable theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance ProceedsProceeds in respect of such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.